<PAGE>
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 1O-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from ___________ to ___________
Commission file number 1-9933
AMERAC ENERGY CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
DELAWARE 75-2181442
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1201 LOUISIANA, SUITE 3350
HOUSTON, TEXAS 77002-5609
(Address of Principal Executive Offices)
(713) 308-5250
(Issuer's Telephone Number, Including Area Code)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of Common Stock, $0.05 par value, outstanding on
July 31, 1997 was 3,888,981
Traditional Small Business Disclosure Format (check one):
Yes [X] No [ ]
================================================================================
<PAGE>
AMERAC ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
June 30, DECEMBER 31,
1997 1996
----------- -----------
(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash and cash equivalents........................ $ 515,000 $ 712,000
Receivables
Trade and other, net of allowance for
bad debts of $41,000.......................... 440,000 473,000
Gas and oil receivable......................... 1,012,000 1,451,000
------------- -------------
Total current assets......................... 1,967,000 2,636,000
------------- -------------
PROPERTY AND EQUIPMENT
Oil and gas properties at cost................... 33,445,000 32,290,000
Less accumulated depreciation,
depletion and amortization...................... (14,331,000) (12,949,000)
------------- -------------
Net property and equipment..................... 19,114,000 19,341,000
OTHER ASSETS...................................... 341,000 395,000
------------- -------------
TOTAL ASSETS...................................... $ 21,422,000 $ 22,372,000
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade payables................................... $ 196,000 $ 199,000
Accrued liabilities.............................. 199,000 527,000
Obligation under gas contract.................... -- 370,000
------------- -------------
Total current liabilities.................... 395,000 1,096,000
------------- -------------
LONG-TERM LIABILITIES
Notes payable banks.............................. 7,829,000 7,704,000
Other long-term liabilities...................... 17,000 140,000
------------- -------------
Total long-term liabilities.................. 7,846,000 7,844,000
------------- -------------
COMMITMENTS AND CONTINGENT LIABILITIES
(see Note 3)
STOCKHOLDERS' EQUITY
Common stock, $0.05 par value;
authorized - 20,000,000 shares;
outstanding - 3,888,981 shares at
June 30, 1997 and 3,883,526 at
December 31, 1996............................... 195,000 194,000
Additional paid-in capital....................... 151,162,000 151,104,000
Accumulated deficit.............................. (138,176,000) (137,866,000)
------------- -------------
Total stockholders' equity................... 13,181,000 13,432,000
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........ $ 21,422,000 $ 22,372,000
============= =============
(The accompanying notes are an integral part of these consolidated
financial statements.)
1
<PAGE>
AMERAC ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
June 30, JUNE 30,
------------------------- -------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES
Oil, gas and related product sales............... $2,338,000 $2,594,000 $5,324,000 $4,848,000
Other income..................................... (14,000) 19,000 10,000 46,000
---------- ---------- ---------- ----------
Total revenues............................... 2,324,000 2,613,000 5,334,000 4,894,000
---------- ---------- ---------- ----------
EXPENSES
Lease operating.................................. 966,000 500,000 1,659,000 980,000
Exploration expenses, including dry hole costs... 192,000 5,000 396,000 8,000
Provision for impairment of properties........... 584,000 -- 584,000 --
Depreciation, depletion and amortization......... 690,000 479,000 1,411,000 994,000
General and administrative....................... 566,000 699,000 1,237,000 1,122,000
Gain on sale of oil and gas properties........... -- (78,000) -- (125,000)
Interest......................................... 167,000 217,000 327,000 417,000
---------- ---------- ---------- ----------
Total expenses............................... 3,165,000 1,822,000 5,614,000 3,396,000
---------- ---------- ---------- ----------
Income (loss) before income taxes................. (841,000) 791,000 (280,000) 1,498,000
Provision for federal income taxes................ (12,000) -- 30,000 --
---------- ---------- ---------- ----------
NET INCOME (LOSS)................................. (829,000) 791,000 (310,000) 1,498,000
Preferred dividends............................... -- (196,000) -- (411,000)
---------- ---------- ---------- ----------
INCOME (LOSS) APPLICABLE TO
COMMON STOCKHOLDERS.............................. $ (829,000) $ 595,000 $ (310,000) $1,087,000
========== ========== ========== ==========
INCOME (LOSS) PER COMMON SHARE
(as adjusted, see Note 1)........................ $ (0.21) $ 0.37 $ (0.08) $ 0.67
========== ========== ========== ==========
Average common shares and equivalents
outstanding (as adjusted, see Note 1) 3,887,000 1,605,000 3,885,000 1,628,000
========== ========== ========== ==========
</TABLE>
(The accompanying notes are an integral part of these consolidated
financial statements.)
2
<PAGE>
AMERAC ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
------------------------
1997 1996
---------- ----------
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss)................................ $ (310,000) $1,498,000
Adjustments needed to reconcile net
income to net cash flow provided by
operating activities
Depreciation, depletion and amortization....... 1,411,000 994,000
Exploration expenses, including dry
holes and impairments......................... 396,000 --
Provision for impairment of properties......... 584,000 --
Gain on sale of properties..................... -- (125,000)
Stock issued for compensation.................. 33,000 139,000
Recognition of deferred revenue................ (370,000) (76,000)
Other.......................................... --
Changes in operating assets and liabilities:
Oil and gas receivables and other............ 472,000 (388,000)
Trade payables............................... (2,000) 112,000
Accrued and other long-term liabilities...... (453,000) (82,000)
Other assets................................. (2,000) (72,000)
---------- ----------
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES.... 1,759,000 2,000,000
---------- ----------
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from sale of assets..................... -- 1,281,000
Oil and gas acquisitions and expenditures........ (2,135,000) (9,171,000)
Other............................................ 26,000 --
---------- ----------
NET CASH USED FOR INVESTING ACTIVITIES............ (2,109,000) (7,890,000)
---------- ----------
CASH FLOW FROM FINANCING ACTIVITIES
Bank borrowings, net............................. 125,000 5,943,000
Sale of common stock............................. -- 364,000
Other............................................ 28,000 10,000
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES......... 153,000 6,317,000
---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS................................. (197,000) 427,000
Cash and cash equivalents at
beginning of period........................... 712,000 144,000
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD........ $ 515,000 $ 571,000
========== ==========
(The accompanying notes are an integral part of these consolidated
financial statements.)
3
<PAGE>
AMERAC ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
DECEMBER 31, 1996 TO JUNE 30, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON SHARES
($0.05 PAR VALUE) ADDITIONAL
-------------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT TOTAL
-------- --------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
BALANCE -- DECEMBER 31, 1996............... 3,883,526 $ 194,000 $151,104,000 $(137,866,000) $ 13,432,000
Stock issued for director's fees......... 5,295 1,000 33,000 -- 34,000
Options exercised........................ 2,667 -- 7,000 -- 7,000
Net income............................... -- -- -- (310,000) (310,000)
Other.................................... (2,507) -- 18,000 -- 18,000
--------- --------- ------------ ------------- ------------
BALANCE -- JUNE 30, 1997................... 3,888,981 $ 195,000 $151,162,000 $(138,176,000) $ 13,181,000
========= ========= ============ ============= ============
</TABLE>
(The accompanying notes are an integral part of these consolidated
financial statements.)
4
<PAGE>
AMERAC ENERGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of the Securities
and Exchange Commission. In the opinion of management, all normal and recurring
adjustments necessary for a fair presentation of results of operations and
financial position for the interim periods have been included. The results of
operations for the interim periods shown in this report are not necessarily
indicative of results to be expected for the year or any other interim period.
These financial statements and notes should be read in conjunction with Amerac
Energy Corporation's ("Amerac" or the "Company") annual report for the year
ended December 31, 1996.
Earnings per share and weighted average common shares outstanding for the
three and six months ended June 30, 1996, have been retroactively restated to
reflect the one for fifteen reverse Common Stock split approved by the Company's
stockholders in November 1996.
2. SUPPLEMENTAL CASH FLOW INFORMATION
Six Months Ended June 30,
-------------------------
1997 1996
----------- -----------
Cash payments for:
Interest...................................... $ 327,000 $ 417,000
Income taxes.................................. 60,000 --
Non-cash investing and financing activities:
Senior Preferred Stock dividends.............. -- 411,000
Compensation paid in Common Stock............. 33,000 139,000
Approximate value of Common Stock issued
for Fremont acquisition...................... -- 640,000
3. CONTINGENCIES
The Company is subject to various possible contingencies which arise primarily
from interpretation of federal and state laws and regulations affecting the oil
and gas industry. Such contingencies include differing interpretations as to
the prices at which oil and gas sales may be made, the prices at which royalty
owners may be paid for production from their leases and other matters. Although
management believes it has complied with the various laws and regulations,
administrative rulings and interpretations thereof, adjustment could be required
as new interpretations and regulations are issued. In addition, production
rates, marketing and environmental matters are subject to regulation by various
federal and state agencies.
The Company is not currently a party to any litigation which would have a
material impact on its financial statements. However, due to the nature of its
business, certain legal or administrative proceedings may arise in the ordinary
course of its business.
5
<PAGE>
AMERAC ENERGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 Compared With Three Months Ended June 30, 1996
The net loss of $829,000 for the three months ended June 30, 1997 was largely
attributable to the $534,000 non-cash write off of the Company's investment in
the Sacatosa project. In the second quarter of 1996, the Company participated
in a pilot waterflood project in the Sacatosa field in Maverick County, Texas.
The Company installed two five-well pilot patterns to evaluate the economic
feasibility of the program. To-date, there has been no response to the
injection activities and the Company now believes that it is unlikely that the
project will be successful.
Oil and gas revenues decreased from $2.6 million in the second quarter of 1996
to $2.3 million in the comparable period of 1997. The decline in revenue was
due primarily to lower volumes and realized prices at the Company's offshore
property, South Timbalier 198. The primary well at South Timbalier began to
produce water during December of 1996. In addition, the 1996 second quarter
included favorable prior period revenue adjustments and revenue from properties
sold during 1996. The revenue effects of lower 1997 second quarter volumes at
the Company's North Blackwell and Cosden fields, due to normal production
declines, were more than offset by higher volumes from the Texan Gardens and
Throckmorton properties acquired during the third quarter of 1996.
During the second quarter of 1997, the Company's revenue volumes were
approximately 55,500 barrels ("Bbls") of oil and 656,900 thousand cubic feet
("Mcf") of natural gas. In the comparable three months of 1996, the Company
reported volumes of approximately 53,300 Bbls of oil and 820,400 Mcf of natural
gas.
During the second quarter of 1997, the Company's average realized price was
$18.65 per Bbl for oil and $1.97 per Mcf for natural gas. In the three months
ended June 30, 1996, the Company's realized prices for oil and natural gas were
$20.63 per Bbl and $1.82 per Mcf, respectively.
Lease operating expense increased from $500,000 in the second quarter of 1996
to $966,000 in the comparable period of 1997. The increase is attributable to
workovers of approximately $289,000 in the second quarter of 1997 and expenses
from properties acquired subsequent to the second quarter of 1996.
Exploration expense of $192,000 in the second quarter of 1997 primarily
relates to geological and geophysical expenditures incurred in 1997.
Depreciation, depletion and amortization expense of $690,000 in the second
quarter of 1997 exceeds the 1996 reported amount of $479,000, primarily as a
result of a higher per unit rate resulting from downward reserve estimates for
South Timbalier 198, and higher investments in oil and gas properties due to
acquisitions completed subsequent to the second quarter of 1996.
General and administrative expense decreased from $699,000 in the second
quarter of 1996 to $566,000 in the second quarter of 1997 primarily as a result
of reimbursement of general and administrative costs by the Company's Eastern
Shelf Program partners and overhead billed to other working interest partners.
Six Months Ended June 30, 1997 Compared With Six Months Ended June 30, 1996
The net loss of $310,000 for the first six months of 1997 is due primarily to
the $534,000 non-cash write off of the Company's investment in the Sacatosa
project. In the first half of 1996, the Company reported net income of $1.5
million.
Oil and gas revenues increased from $4.9 million in the first six months of
1996 to $5.3 million in the six month period ended June 30, 1997. The increased
revenue is the result of higher realized prices for both oil and natural gas.
6
<PAGE>
AMERAC ENERGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONTINUED)
During 1997, the Company's average realized price for oil was $20.77 per Bbl,
and for gas was $2.42 per Mcf. These were improvements over the comparable 1996
period of $1.31 per Bbl and $0.33 per Mcf.
Higher oil volumes in the first six months of 1997 also contributed to
improved revenues compared to 1996. In 1997, the Company's revenue was based
upon oil volumes of 100,900 Bbls, while the comparable figure in 1996 was 93,200
Bbls. Oil volumes improved as a result of the impact of acquisitions completed
subsequent to the second quarter of 1996, partially offset by normal production
declines at the Company's South Timbalier and North Blackwell properties.
Reduced natural gas volumes partially offset the effects of higher prices and
oil volumes. In the first half of 1997, natural gas volumes totaled 1,332,300
Mcf, versus 1,453,200 Mcf in 1996. The higher 1996 gas volumes were due to
properties sold during 1996 and favorable prior period revenue adjustments
recognized in the second quarter of 1996, partially offset by higher gas volumes
from properties acquired subsequent to the second quarter of 1996.
Lease operating expense in the first half of 1997 of $1.7 million includes
$372,000 of workover expense. In the first six months of 1996, the Company's
lease operating expense of $980,000 included less than $1,000 of workover
charges. Higher lease operating expense from properties acquired during 1996
also contributed to the unfavorable variance compared to 1996.
Depreciation, depletion and amortization expense of $1.4 million in the first
two quarters of 1997 exceeds the 1996 figure of $994,000, primarily as a result
of a higher per unit rate resulting from downward reserve estimates for South
Timbalier 198, and higher investments in oil and gas properties due to
acquisitions completed subsequent to the second quarter of 1996.
General and administrative expenses in the first half of 1997 of $1.2 million
slightly exceeded the comparable 1996 charge of $1.1 million. Higher salaries
and benefits expense due to the hiring of additional employees subsequent to the
second quarter of 1996 and costs incurred in regards to listing on the American
Stock Exchange and preparation of a registration statement, were offset by
reimbursement of general and administrative costs by the Company's Eastern Shelf
Program partners and overhead billed to other working interest partners.
Also, the first six months of 1996 included a gain of $125,000 from the sale
of properties.
DRILLING AND DEVELOPMENT ACTIVITIES
As a result of production in the first half of 1997 of 0.3 million barrels of
oil equivalents ("Mboe") and net downward reserve revisions of approximately 0.6
Mboe, the Company did not replace its reserves in the first half of 1997. The
most significant of the downward reserve revisions were attributable to
disappointing drilling results in the North Blackwell Field in Nolan County,
Texas and marginal production from previously completed wells in that field. The
Company estimates that as of July 1, 1997 its proved reserves were approximately
4.1 Mboe.
In July, the Company drilled the Whitlock # 2 well in the Truby Field in Jones
County, Texas. Completion operations are now in progress. The Whitlock #2 well
is structurally higher and has a thicker pay than the Company's Whitlock #1 well
which is producing at a rate of 80-85 barrels of oil per day ("BOPD") with
essentially no decline. In addition to supporting two previously recognized
proved undeveloped ("PUD") locations, the Whitlock #2 establishes one other PUD
location.
Also in July, Amerac performed a recompletion on the Hidalgo-Willacy # 4-B
well in the Company's Texan Gardens Field in Hidalgo County, Texas. After
recompleting in the Lower Heard sand, the well tested natural at 500 thousand
cubic feet per day ("MCFD") of natural gas. After a fracture treatment, the
well was tested at 1,200 MCFD of natural gas with 200 barrels of water per day.
The Hidalgo-Willacy # 4-B was put on production immediately. The Company is in
the process of recompleting the Hidalgo-Willacy # 14-B in the Lower Heard sand.
7
<PAGE>
AMERAC ENERGY CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS -- (CONCLUDED)
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of 1997, the Company generated cash flow from
operations of $1.7 million and net borrowings of $0.1 million, which was used
primarily to fund its exploration and development drilling activities. At the
end of the first quarter of 1997, the Company had outstanding debt of $7.8
million under its bank credit facility. Effective August 1, 1997, the
Company's borrowing base was increased to $10.5 million providing available
borrowing capacity of $2.7 million
The Company anticipates that it must seek additional sources of financing to
fund acquisition activities. Amerac may finance additional acquisitions through
a combination of working capital, bank borrowings, mezzanine financing,
production payments and equity. However, there is no assurance that the Company
will be successful in obtaining such additional financing.
RECENT DEVELOPMENTS
On August 6, 1997 Amerac announced that its Board of Directors had formed a
Special Committee to undertake a process to explore strategic alternatives
designed to enhance shareholder value. The Special Committee will be
responsible for developing and recommending various alternatives which may
include the possible merger or business combination of the Company with another
entity. The Special Committee will consist of two outside directors; Kenneth R.
Peak, Chairman of the Special Committee, and William P. Nicoletti, Chairman of
the Board of the Company. No assurance can be given that any specific
transaction will occur as a result of this initiative.
In order to retain key employees while considering strategic alternatives, the
Company has offered incentives to those employees to remain with the Company.
Two officers of Amerac have declined to accept the Company's incentive offers
and have tendered their resignations. Mr. Richard B. Hallett, Vice President,
Chief Financial Officer, Secretary and Treasurer resigned effective August 15,
1997 and Mr. Richard J. Savoie, Vice President of Engineering resigned effective
August 12, 1997. There can be no assurances that other key employees of the
Company will not resign.
The Company also announced that following Mr. Hallett's resignation, Mr. Peak
will assume the positions of Chief Financial Officer and Treasurer, and Mr.
Jeffrey L. Stevens, also a director of the company, will assume the position of
Secretary.
NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accountings Standards No. 128, "Earnings Per Share" ("SFAS 128").
SFAS 128 requires presentation of "basic earnings per share" and "diluted
earnings per share". Under SFAS 128, the Company's basic earnings per share and
diluted earnings per share would be consistent with the income statement
presentation for the three months ended March 31, 1997 and 1996. SFAS 128 is
effective for interim and annual periods ending after December 15, 1997, and
early adoption is not permitted.
8
<PAGE>
PART III
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
See Exhibit Index following this page.
No reports on Form 8-K were filed during the Second Quarter of 1997.
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
AMERAC ENERGY CORPORATION
(Registrant)
/s/ Richard B. Hallett
___________________________________
Date: August 14, 1997 Richard B. Hallett
Vice President and Chief
Financial Officer
9
<PAGE>
EXHIBIT INDEX
3-(1) Certificate of Incorporation of Wolverine Exploration Company
(incorporated by reference as Exhibit 3-(1) to the Company's
Registration Statement No. 33-21824 filed May 13, 1988).
3-(2) Amendment to Certificate of Incorporation of Wolverine Exploration
Company dated September 12, 1988 (incorporated by reference as Exhibit
3-(1)(a) to the Company's Registration Statement No. 33-24429 filed
September 28, 1988).
3-(3) Amendment to Certificate of Incorporation of Wolverine Exploration
Company dated March 28, 1995 (incorporated by reference to Annex IV to
Exhibit (a)(1) to Schedule 13E-4, dated November 15, 1994).
3-(4) Amendment to Certificate of Incorporation of Amerac Energy Corporation
dated July 12, 1996 (incorporated by reference to Exhibit 4(i).4 to the
Company's Current Report on Form 8-K dated February 28, 1997).
3-(5) Amendment to Certificate of Incorporation of Amerac Energy Corporation
dated July 12, 1996 (incorporated by reference to Exhibit 4(i).5 to the
Company's Current Report on Form 8-K dated February 28, 1997).
3-(6) Amendment to Certificate of Incorporation of Amerac Energy Corporation
dated November 21, 1996 (incorporated by reference to Exhibit 4(i).6 to
the Company's Current Report on Form 8-K dated February 28, 1997).
3-(7) Corporate Bylaws (incorporated by reference to Exhibit 3C to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1987, File No. 0-5003).
4-(1) Warrant Agreement, dated November 18, 1996, between Amerac Energy
Corporation and Petroleum Financial, Inc. (incorporated by reference as
Exhibit 4(I).8 to the Company's Registration Statement No. 333-24643
filed April 4, 1997).
4-(2) Form of Warrant (included as Exhibit I to the Warrant Agreement
referred to in Exhibit 4-(1)).
4-(3) Registration Rights Agreement, dated November 18, 1996, between Amerac
Energy Corporation and the party identified therein. A document
identical to this document, except for the name of the Holder and the
Holder's address for notices, was entered into by the Company with each
purchaser of Common Stock in the Company's private sale of Common Stock
completed on November 18, 1996 (incorporated by reference as Exhibit
4(I).10 to the Company's Registration Statement No. 333-24643 filed
April 4, 1997).
4-(4) Form of Warrant Agreement (included as Exhibit VI to the Exploitation
Agreement referred to in Exhibit 10-(11)).
4-(5) Form of Warrant (included as Exhibit I to the Form of Warrant Agreement
referred to in Exhibit 4-(4)).
4-(6) Form of Registration Rights Agreement, (included as Exhibit VII to the
Exploitation Agreement referred to in Exhibit 10-(11)).
4-(7) Registration Rights Agreement, dated January 16, 1996 among Amerac
Energy Corporation, Powell Resources, Inc., The Langestroth Family
Limited I, Thomas O. Goldsworthy and James B. Tollerton. Related to
acquisition of Fremont Energy Corporation Properties (incorporated by
reference, as Exhibit 10-(10) to Form 10K for year ended
December 31, 1995).
10-(1) Third Amendment to Amended and Restated Credit Agreement dated
February 3, 1997 (incorporated by reference as Exhibit 10-(10) to the
Company's Annual Report on Form 10-K for the fiscal year ending
December 31, 1996).
10-(2) Exploitation Agreement, dated effective January 1, 1997, between Amerac
Energy Corporation and the parties identified therein (incorporated by
reference to Exhibit 4(i).8 to the Company's Current Report on Form 8-K
dated February 28, 1997).
27 Financial Data Schedule
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 515,000
<SECURITIES> 0
<RECEIVABLES> 1,452,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 341,000
<PP&E> 33,445,000
<DEPRECIATION> (14,331,000)
<TOTAL-ASSETS> 21,422,000
<CURRENT-LIABILITIES> 395,000
<BONDS> 7,846,000
0
0
<COMMON> 195,000
<OTHER-SE> 12,986,000
<TOTAL-LIABILITY-AND-EQUITY> 21,422,000
<SALES> 5,324,000
<TOTAL-REVENUES> 5,334,000
<CGS> 0
<TOTAL-COSTS> 5,287,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 327,000
<INCOME-PRETAX> (280,000)
<INCOME-TAX> 30,000
<INCOME-CONTINUING> (310,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (310,000)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
